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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Foodmaker, Incorporated
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of class of securities)
344839204
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(CUSIP number)
Check the following box if a fee is being paid with this statement [X] (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
notes).
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CUSIP No. 344839204 13G Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Morgan Stanley, Dean Witter, Discover & Co.
IRS # 39-314-5972
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The state of organization is Delaware.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 4,415,094
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 8 SHARED DISPOSITIVE POWER
4,415,094
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,415,094
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.30%
12 TYPE OF REPORTING PERSON*
IA, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT !
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CUSIP No. 344839204 13G Page 3 of 8 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Morgan Stanley & Co. Incorporated
IRS # 13-265-5996
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The state of organization is Delaware.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,446,550
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 8 SHARED DISPOSITIVE POWER
2,446,550
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,446,550
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.26%
12 TYPE OF REPORTING PERSON*
IA, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT !
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CUSIP NO. 344839204 13G PAGE 4 OF 8 PAGES
Item 1 (a) Name of Issuer
Foodmaker, Incorporated
Item 1 (b) Address of issuer's principal executive offices
9330 Balboa Avenue
San Diego, CA 92123
Item 2 (a) Name of person filing
(a) Morgan Stanley, Dean Witter, Discover & Co.
(b) Morgan Stanley & Co. Incorporated
Item 2 (b) Principal business office
(a) 1585 Broadway
New York, New York 10036
(b) 1585 Broadway
New York, New York 10036
Item 2 (c) Citizenship
Incorporated by reference to Item 4 of the cover
page pertaining to each reporting person.
Item 2 (d) Title of class of Securities
Common Stock
Item 2 (e) Cusip No.
344839204
Item 3 (a) Morgan Stanley, Dean Witter, Discover & Co. is
(e) an Investment Adviser registered under
Section 203 of the Investment Advisers Act of
1940.
(b) Morgan Stanley & Co., Incorporated is (a) a
Broker-Dealer registered under section 15 of the
Securities Exchange Act of 1934.
Item 4 Ownership
Incorporated by reference to Items (5) - (9) and
(11) of the cover page.
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CUSIP NO. 344839204 13G PAGE 5 OF 8 PAGES
Item 5 Ownership of 5 Percent or Less of a Class
Inapplicable
Item 6 Ownership of More than 5 Percent on Behalf of Another
Person
Accounts managed on a discretionary basis
by Morgan Stanley & Co. Incorporated, a
wholly owned subsidiary of Morgan
Stanley, Dean Witter, Discover & Co., are
known to have the right to receive or the
power to direct the receipt of dividends
from, or the proceeds from, the sale of
such securities. No such account holds
more than 5 percent of the class.
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company
Inapplicable
Item 8 Identification and Classification of Members of the
Group
Inapplicable
Item 9 Notice of Dissolution of Group
Inapplicable
Item 10 Certification
By signing below I certify that, to the
best of my knowledge and belief, the
securities referred to above were
acquired in the ordinary course of
business and were not acquired for the
purpose of and do not have the effect of
changing or influencing the control of
the issuer of such securities and were
not acquired in connection with or as a
participant in any transaction having
such purpose or effect.
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CUSIP NO. 344839204 13G PAGE 6 OF 8 PAGES
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date : NOVEMBER 6, 1997
Signature : /s/ Bruce Bromberg
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Name / Title : Bruce Bromberg / Morgan Stanley & Co., Incorporated
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MORGAN STANLEY & CO., INCORPORATED
Date : NOVEMBER 6, 1997
Signature : /s/ Bruce Bromberg
----------------------------------------------------------
Name / Title : Bruce Bromberg / Morgan Stanley & Co., Incorporated
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MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
INDEX TO EXHIBITS PAGE
EXHIBIT 1 Agreement to Make a Joint Filing 7
EXHIBIT 2 Secretary's Certificate Authorizing Bruce Bromberg 8
to Sign on behalf of Morgan Stanley, Dean Witter,
Discover & Co.
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CUSIP NO. 344839204 13G PAGE 7 OF 8 PAGES
EXHIBIT 1 TO SCHEDULE 13G
NOVEMBER 6, 1997
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO. AND MORGAN
STANLEY & CO., INCORPORATED hereby agree that, unless
differentiated, this Schedule 13G is filed on behalf of each of
the parties.
MORGAN STANLEY & CO., INCORPORATED
BY: /s/ Bruce Bromberg
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Bruce Bromberg / Morgan Stanley & Co., Incorporated
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
BY: /s/ Bruce Bromberg
-------------------------------------------------------------
Bruce Bromberg / Morgan Stanley & Co., Incorporated
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Page 8 of 8
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
SECRETARY'S CERTIFICATE
I, Charlene R. Herzer, a duly elected and acting Assistant Secretary of
Morgan Stanley, Dean Witter, Discover & Co., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), certify
that, as approved by a Unanimous Consent of Directors in Lieu of a Meeting
dated as of May 31, 1997, the following persons are each authorized to sign
reports to be filed under Sections 13 and 16 of the Securities Exchange Act of
1934 on behalf of the Corporation, and such authorizations are in full force
and effect as of this date:
Stuart J. M. Breslow
Robert G. Koppenol
Bruce Bromberg
Robin Sherak
IN WITNESS WHEREOF, I have hereunto set my name and affixed the seal of
the Corporation as of the 3rd day of June, 1997.
/s/ Charlene R. Herzer
----------------------
Charlene R. Herzer
Assistant Secretary
[SEAL]
